I realize that the Z4 is a bit different from the other 2 that I listed. I don't really need the space because I have a Jeep Grand Cherokee as a 3rd car. I owned an E46 M3 before my 135i and I really liked it but I had a significant amount of problems with that car. That is my only hesitation about getting into another M car.

The S5 is a great looking car and their interiors are much better than BMW. I realize that I will probably give up performance in this car vs the M3 or the Z4.

I plan to keep my Cobb and put it on the Z4 if I decide to go that direction.

I would really like to get a Z4 coupe with an N54 but unfortunately there is not such thing.

I don't really want to get rid of my 135i but I am being forced to. I had a small accident that is going to turn in to totaling my car. I have to say that the N54 is certainly the best engine that I have ever owned and that is why I am seriously considering the Z4. I guess that I could get back into another 135 but I am just not sure if I want to go that direction again.

A friend of mine was VERY involved in the forced induction E46 community in the mid 2000s, he put a significant amount of time and money into his M3, and the result was pretty stunning. With that being said, I know he had a ton of problems with peripheral engine issues and electric gremlins, for over a year his radio would change stations without being prompted. Ultimately he let the car go due to those types of problems, so I hear your concerns. But the S65 has shown itself to be pretty solid, certainly less finicky than its predecesor. If you can handle the N54s constant misfires and fueling crankiness, I wouldn't be scared by an S65. What a motor too....wow.

Audis just don't do it for me, at least the performance oriented ones. I just couldn't go from a tuned N54 to an S5, but that's obviously IMO. Beautiful cars though.

I would go M3 but as others have said, I would not get the 2008. I would get a 2009 with the updated iDrive. With that said, I've had a good amount of seat time in the E9X M3 and the smiles per hour rating is much higher with the N54 135i with a tune. I was lusting for an M3 for ages and when I got behind the wheel, my sentiment was "eh....."

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